AIM ImmunoTech Inc. 8-K

What Happened

• AIM ImmunoTech Inc. announced on March 6, 2026 that it completed its previously announced rights offering. The company sold 1,842 units, each consisting of one share of newly created Series G Convertible Preferred Stock and associated Class G Warrants, resulting in gross proceeds of approximately $1.8 million. The company also entered into a Warrant Agency Agreement with Equiniti Trust Company, LLC on March 6, 2026 to act as warrant agent.
• The Series G Preferred was created by a Certificate of Designation filed March 4, 2026. Each Series G share has a $1,000 stated value and is initially convertible at the holder’s option into common stock at a conversion price of $1.00 (i.e., initially convertible into 1,000 common shares per preferred share). The Class G Warrants are exercisable for one share of common stock at $1.00 per share and expire five years from issuance.

Key Details

• Units sold: 1,842 units (1,842 shares of Series G Preferred + 3,684,000 Class G Warrants).
• Gross proceeds: approximately $1,800,000 from the Rights Offering (completed March 6, 2026).
• Conversion mechanics: $1,000 stated value per Series G share ÷ $1.00 conversion price = 1,000 common shares per preferred share (initially); 1,842 Series G shares could convert into 1,842,000 common shares if fully converted (subject to limitations).
• Ownership limits: conversion is restricted so a holder (with affiliates) cannot beneficially own more than 4.99% of outstanding common stock after conversion unless the holder elects to increase the limit (up to 9.99%).

Why It Matters

• The offering raised fresh capital (~$1.8M) to the company. At the same time, the new Series G preferred and the large number of Class G warrants create potential future dilution if holders convert or exercise (given the $1.00 conversion/exercise price and the large conversion ratio).
• Protective features for the company and existing holders include the beneficial ownership caps that limit immediate large conversions and the fact that Series G holders have no general voting rights except as specified. Investors should note the conversion terms, ownership caps, warrant exercise price and five-year term when assessing potential dilution and timing of any future share issuance.